Supplier Code of Conduct
Spectrum Brands, Inc
Dated April, 2020
Operating on a global basis, Spectrum Brands Holdings, Inc. and its subsidiaries, controlled affiliates and joint ventures (“Spectrum”) is committed to the highest standards of product safety and quality and business integrity when we are dealing with our customers, suppliers, business associates and employees. Spectrum is committed to ensuring that working conditions in the supply chain are safe, that working rights are protected, workers are treated respecting the cultural and legal differences found throughout the world, and that manufacturing processes are environmentally and socially responsible. To these ends, Spectrum:
- is committed to a work environment that prohibits human trafficking, illegal or harmful child labor, compulsory, prison, forced or slave labor ("Human Trafficking and Slavery") and physical abuse of workers; and
- expects its suppliers to comply, at a minimum, with the applicable labor and environmental laws and regulations of the country where the materials and products are produced.
Spectrum's Supplier Code of Conduct is drafted based on the guidance set forth in the standards of the International Labor Organization Conventions, the United Nations' Universal Declaration of Human Rights, the United Nations' Convention on the Elimination of All Forms of Discrimination against Women, the United Nations' Conventions on Children's Rights, the United Nations' Global Compact, the Ethical Trading Initiative, the Organization of Economic Cooperation, the Development Guidelines for Multinational Enterprises, the Foreign Corrupt Practices Act, the UK Bribery Act, any applicable anti-corruptions laws, or any other relevant law which may apply to the specific services provided by the Supplier to Spectrum.
This Supplier Code of Conduct applies to all Suppliers who provide materials, products or services to Spectrum. Suppliers include, but are not limited to, direct and indirect suppliers, distributors, licensees and subcontractors. Supplier's acceptance of a purchase order or supply of goods and or services constitutes that Supplier's acceptance of the terms set forth in this Supplier Code of Conduct. Suppliers must ensure that Spectrum's Supplier Code of Conduct is also observed by Suppliers' subcontractors, business associates or employees. Spectrum will seek to identify and utilize Suppliers who share its commitment and reserves for itself or through third party auditors, the right to conduct, or have conducted on its behalf, audits of production facilities and business practices in order to monitor such Suppliers' commitments set forth in this Supplier Code of Conduct.
Spectrum reserves the right to cease doing business with any Supplier who does not comply with this Supplier Code of Conduct. This Supplier Code of Conduct may be amended by Spectrum, its enforcement and/or interpretation rests solely with Spectrum, and it does not confer or create any rights in favor of any party other than Spectrum.
- Deactivation means a Spectrum Customer takes action against Spectrum or Suppliers for non-conformance actions, including but not limited to, by canceling purchase orders, deactivating factories or facilities, terminating business relationships, and/or imposing other consequences
- Facility means the primary factory, processing or manufacturing plant that produces the materials and products. Supplier, a subcontractor or third party may own the Facility.
- Forced Labor means all work or service, not voluntarily performed, that is obtained from an individual under coercion or the threat of force or penalty.
- Harmful Child Labor means the employment of children that is economically exploitive, or is likely to be hazardous to, or interfere with, the child's education, the child's health, or the child’s physical, mental, spiritual, moral or social development.
- Human Trafficking and Slavery means the recruitment, transportation, transfer, harboring or receipt of persons, by means of the threat, use of force or other forms of coercion, abduction, fraud, deception, the abuse of power or of a position of vulnerability, or the giving or receiving of payments or benefits to achieve the consent of a person having control over another person for the purpose of exploitation.
- Materials and products means all raw materials, or goods or components described in any Spectrum purchase order, and all other materials and services normally included with such materials or products.
- Spectrum means Spectrum Brands Holdings, Inc., its subsidiaries, controlled affiliates and joint ventures.
- Spectrum Customer means any online or brick and mortar entity or person to whom or with whom Spectrum engages to sell it products.
- Standards means ethical business practices, responsible sourcing and sustainability, standards of quality and care, and applicable laws and regulations, including the implementation and compliance information in all documents or standards Supplier receives from Spectrum’s Customers and/or Spectrum.
- Suppliers means the entities that provide the materials, products and services to Spectrum and includes the entities' parents, affiliates and subsidiaries used by such Suppliers in relation to the sale of the materials and products to Spectrum.
- Foreign government official (or "FGO") is broadly interpreted and means an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.
All documentation that may be needed to verify compliance with Spectrum's Code of Conduct, and all the applicable laws and regulations of the country where the materials and products are produced must be maintained on-site at the Facilities where the materials are processed or produced or the goods manufactured. All such documentation is to be made available upon the request of Spectrum or its third-party auditor. Where possible, Suppliers will post a copy of this Supplier Code of Conduct in its Facilities.
All workers shall be at least eighteen (18) years old unless the applicable local law allows otherwise. Suppliers must maintain official and verifiable documentation of each worker's date of birth, or lacking this documentation, have some legitimate means of confirming each worker's age. Harmful Child Labor is prohibited. Spectrum will not conduct business with Suppliers employing Child Labor.
Spectrum supports universal human rights, the communities in which it operates, and the parties with whom it does business. Spectrum will place a substantial value upon incumbent and potential Suppliers who consistently respect basic human rights.
HUMAN TRAFFICKING, COMPULSORY PRISON OR SLAVE LABOR & PHYSICAL ABUSE.
Suppliers shall not use workers (employees or contractors) obtained through Human Trafficking, prison labor, Forced Labor or slave labor, or inflict any physical abuse or corporal punishment. Spectrum will not conduct business with Suppliers employing prison labor, Forced Labor or slave labor. Spectrum recognizes that some Suppliers maintain work study programs where students receive academic credit instead of payment or receive credit in addition to receiving payment for working with Suppliers. If the work study program is certified by the applicable academic institution and confirmed in advance by the Supplier, this type of program will not be deemed forced labor.
LABOR AND EMPLOYMENT STANDARDS
Spectrum utilizes fair employment practices, as well as strives to provide a safe, healthful, healthy and productive work environment for its employees and expects its Suppliers to uphold the same standards.
Specifically, Suppliers shall comply with all national and local, provincial or other applicable labor and employment laws and regulations of the country where the materials and products are produced, including those laws that prohibit Human Trafficking, Forced Labor or bonded labor and indentured servitude; regulate wage and hour rules; allow employees to associate freely (including the right to choose to join or not to join a trade union, collectively bargain, or to have recognized employee representation in accordance with applicable law); regulate the use of foreign contract or migrant workers; and prohibit discrimination in hiring and employment practices based on race, religion, color, gender, age, marital status, national origin, sexual orientation, citizenship, traits historically associated with race (including hair texture or type and protective hairstyles), Vietnam-era or disabled veteran status, HIV/AIDS status, gender identity, gender expression, disability (where the applicant or employee is qualified to perform the essential functions of the job with or without reasonable accommodation), or any other basis prohibited by law.
HEALTH, SAFETY AND HOUSING STANDARDS
Spectrum expects Suppliers to conduct their business free from discrimination, physical or mental punishment, or other forms of abuse.
Spectrum is committed to purchasing from Suppliers who have safe and healthy operations around the world to protect the life and health of their employees and contractors and the community surrounding their operations, to protect their assets, to ensure business continuity and to engender public trust. Therefore, Suppliers shall comply with all national and local, provincial or applicable laws and regulations of the country where the materials and products are produced that are related to the health and safety of workers including such areas as sanitation, preventing accidents, injury and the spread of communicable diseases, (including but not limited to appropriate personal protective equipment) first aid and emergency care, fire safety, machine safeguarding, and safe and healthy residential facilities.
Spectrum strives to improve the environmental quality of our operations and our products and we seek to do business with Suppliers who share our concerns for and commitment to preserving the environment. As such, Spectrum and its Suppliers and Facilities shall comply with all applicable national and local, provincial or other applicable environmental laws and regulations of the country where the materials and products are produced, such as waste disposal and management, air emissions, toxic substances, handling and disposure of chemicals and others dangerous materials, prohibition or restriction of specific substances in products, labels, packaging. Upon request, Suppliers shall show documentation validating that all input material and components were obtained from permissible harvests consistent with international treaties and protocols in addition to local laws and regulations.
Spectrum’s goal is to reduce greenhouse gas emissions, energy consumption, and waste throughout our value chain. Suppliers shall utilize renewable energy sources in the production and transportation of products whenever possible.
Spectrum is also committed to responsible material handling and transportation of plastic pellets and resins to prevent harmful release into the environment. Suppliers shall take precautions to prevent this loss and engage in stewardship and clean-up programs whenever possible.
RESPONSIBLE SOURCING OF MINERALS
Suppliers shall have a policy in support of the goal of the Dodd-Frank Act to reasonably assure that the tantalum, tin, tungsten and gold in the products they manufacture does not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses in the Democratic Republic of the Congo (“DRC”) or an adjoining country. Suppliers shall exercise due diligence on the source and chain of custody of these minerals and make their due diligence measures available to Spectrum upon Spectrum's request. Additionally, Spectrum encourages its suppliers to reasonably source conflict minerals and derivative metals from the DRC and neighboring countries from mines and smelters that do not fund armed groups engaged in conflict and human rights abuses (conflict free mines and smelters) to prevent an embargo and associated worsening of economic conditions and human suffering. Suppliers shall complete and deliver to Spectrum (prior to selling any products to Spectrum) an Electronic Industry Citizenship Coalition (“EICC”) or other form(s) as Spectrum may require regarding the conflict mineral content of the products Supplier sells to Spectrum and Supplier shall update such form(s) when it changes its suppliers or changes the composition or formula of the products it sells to Spectrum.
IMPORT AND CUSTOMS
Supplier will comply with all import and customs laws, regulations and administrative determinations of the importing country. Supplier will comply with the security criteria of the importing country’s government security program. If Supplier is providing products to be delivered to, or services to support delivery to, the United States, Supplier must comply with the security criteria or the U.S. Customs and Border Protections Customs-Trade Partnership against Terrorism (C-TPAT) Program.
Suppliers must have appropriate security practices across their supply chains and must maintain processes, procedures and standards that assure integrity of each shipment of products to Spectrum from its origin to its destination and all intermediate points. Suppliers must implement necessary and appropriate measures to ensure that Spectrum’s products, their components or raw materials and corresponding know-how do not end up with counterfeiters or third parties. Spectrum’s products, know-how, components and raw materials must not leave the legal supply chain.
Suppliers will safeguard and make only appropriate use of Spectrum’s or its representative’s confidential information and ensure that all employees’ and Spectrum’s privacy and intellectual property rights are protected.
Suppliers must comply with all applicable laws regarding data privacy laws and the appropriate use of personally identifiable information (“PII”). PII is generally defined as any information that identifies an individual – such as name, physical address, email address, employee ID, government ID, photograph, or any combination of information that might identify an individual. Suppliers must take appropriate actions to secure PPI and prevent its improper disclosure or unauthorized access. Suppliers must not collect, access, use, retain or disclose PII except pursuant to relevant and appropriate business purposes and in accordance with applicable laws.
Supplier's performance of its services is subject to the United States Foreign Corrupt Practices Act ("FCPA"), as well as other applicable anti-bribery laws, including without limitation, the U.K. Bribery Act. Neither Supplier nor any one acting on its behalf will violate the FCPA or any other anti-bribery law for the benefit of or on behalf of Spectrum or Supplier.
Supplier represents and warrants to Spectrum that:
- Supplier is licensed, registered, or qualified under local law, regulations, policies, and administrative requirements to do business and has obtained licenses or completed such registrations as are required by law to provide the goods or services subject to the order;
- Supplier has not and will not directly or indirectly give, offer to give, or authorize to give money or anything of value to a FGO, foreign political party, a party official, a candidate for foreign political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. If Supplier is itself a FGO, it has not accepted, and will not accept in the future, such a gift; and
- all information provided by Supplier during Spectrum's pre-contractual due diligence is complete, truthful, and accurate.
Records and Audits
For 3 years following the expiration or termination of Supplier's Contract with Spectrum, Supplier shall keep full and accurate books, records, and all documents and other materials relating to Supplier's business with Spectrum in accordance with standard accounting procedures such as Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS). During that same period, Spectrum, or its duly authorized agent or representative, shall have the right, upon reasonable notice, to audit and inspect such books, documents, and other material during Supplier's normal business hours, and may make copies of such books, documents and other materials in order to verify whether Supplier has complied with its obligations under the Contract.
Spectrum may terminate the Contract immediately upon notice to Supplier, if Supplier breaches any of the above anti-bribery and anti-corruption representations and warranties or if Spectrum learns that Supplier made, offered, or authorized improper payments to an FGO as defined above, with respect to goods provided to or services performed on behalf of Spectrum or any other company. In the event of such termination, Supplier shall not be entitled to any further payment, regardless of any activities undertaken or agreements with additional third parties entered into prior to termination, and Supplier shall be liable for damages or remedies as provided by law.
In connection with the Standards and requirements set forth in this Supplier Code of Conduct, Spectrum reserves, at any time, with or without advance notice, the right to audit, at its own expense, without any restrictions, any or all Facilities (including any of its suppliers or subcontractors) on issues including, but not limited to, environmental performance, labor performance, human rights performance, anti-corruption, product safety, compliance with product standards, quality issues, and/or customer complaints associated with the products or services. Should Supplier fail to comply with or fail any audit (including but limited to Spectrum’s Customers’ audits), Spectrum reserves the right to conduct additional audits on any or all such Facilities (including any of its suppliers or subcontractors) at Suppliers' expense. Spectrum may also authorize a third party to audit any or all such Facilities (including any of its suppliers or subcontractors), but only with Spectrum's express prior written authorization as provided to Supplier and as Supplier is obligated to first verify with Spectrum. Supplier shall require that the Facility's management provide unfettered access to the Facility and all of its books and records to allow for a comprehensive audit to be conducted, including an opportunity for confidential and private interviews with any and all Facility workers selected by the auditor. No retaliation of any sort shall be taken against any workers or auditors. Upon the determination of or review of any unsatisfactory or failed audit results or other discovery of Supplier Facility non-compliance, Spectrum, in its sole discretion, reserves the right to charge Supplier penalties, require reimbursement of costs incurred or associated with the Supplier’s lack of fulfillment or inability to meet specified and agreed requirements (including, but not limited to, product, shipping & handling, transportation, testing, rework materials, labor, merchandising services, customer fines or penalties, and any liability issued to Spectrum by Spectrum’s Customers, and/or require corrective action be taken by Supplier. If Supplier fails to comply with the penalty assessments, reimburse Spectrum, or take corrective action as requested by Spectrum or applicable government authority, Spectrum may stop current production and cancel contracts with any non-conforming Supplier and such Supplier shall be liable for all related damages incurred by Spectrum, including lost profits and actions taken by Spectrum’s Customers including but not limited to Deactivation.
Spectrum has made available to Supplier Spectrum’s Code of Business Conduct and Ethics and Human Rights Policy, and all Suppliers are expected to take actions to comply with these materials. To the extent a Supplier has questions on how to improve its performance in any of the areas discussed in this Supplier Code of Conduct, the Supplier should consult the International Labor Organization Conventions, the United Nations' Universal Declaration of Human Rights, the United Nations' Convention on the Elimination of All Forms of Discrimination against Women, the United Nations' Conventions on Children's Rights, the United Nations' Global Compact, the Ethical Trading Initiative, the Organization of Economic Cooperation, the Development Guidelines for Multinational Enterprises, the Foreign Corrupt Practices Act, the UK Bribery Act, any applicable anti-corruptions laws, or any other relevant law which may apply to the specific services provided by the Supplier to Spectrum. A Supplier can also contact their Spectrum contact to discuss how it can best comply with the obligations set forth in this Supplier Code of Conduct.
Violations of Spectrum's Supplier Code of Conduct can be reported confidentially in a local language. If you have knowledge that any of these standards are being violated, you are encouraged to report the issue. Contact methods are listed below.
- Phone: +1 866-384-4277 (number varies by location)
- World Wide Web: http://www.spectrumbrands.com/ContactUs
- Word Wide Web: https://secure.ethicspoint.com/domain/media/en/gui/7424/index.html
Reports of violations can be done anonymously; however, providing a name may expedite the time it takes Spectrum to respond to any report, and it also allows Spectrum to contact the individual if necessary during any investigation.
This Supplier Code of Conduct supplements and does not supersede or replace the Spectrum Brands Code of Business Conduct and Ethics or any other written Spectrum policy or procedure.
Spectrum reserves the right to amend this Supplier Code of Conduct at any time.
The undersigned warrants and represents that (s)he is the __________________ of Supplier, has authority to bind the Supplier to comply with the terms of the Code and acknowledges Supplier's responsibility to adhere to the Code. Supplier certifies that the products it sells to Spectrum comply with the laws of the country where Supplier does business.
Name of Representative: